Offer (licence agreement)

Version of: 8 September 2026

This is a translation. The Russian version at /legal/offer is the one in force; where the two differ, the Russian text prevails.

This document is a public offer (arts. 435, 437 of the Civil Code of the Russian Federation) and contains all the essential terms for granting the right to use the Iterna software.

1. Definitions

Licensor — the party whose details are given in section 15.

Licensee — the party that has accepted this offer.

Service — the Iterna software, access to which is provided through app.iterna.ai.

Scenario — a configuration for handling messages and data, created by the Licensee.

Correspondent — a person addressing the Licensee’s scenario through a connected channel.

Quark — the accounting unit for the volume of use of the Service. A quark is not an electronic means of payment, a digital currency, or a separate good: it is a unit of measurement of the scope of rights granted under this agreement.

Model provider — an organisation providing access to a language or other model selected by the Licensee in a scenario.

2. Subject matter

The Licensor grants the Licensee a simple (non-exclusive) licence to use the Service for its functional purpose — by remote access over the Internet — for the term and to the extent determined by the selected plan.

Exclusive rights to the Service belong to the Licensor. This agreement transfers no exclusive rights and grants no right to reproduce the source code, decompile, modify or distribute the Service.

Territory: worldwide, to the extent permitted by the law of the Russian Federation.

The Licensee’s materials. Scenarios, prompts, documents, files, message history and other materials the Licensee places in the Service remain the Licensee’s. The Licensee grants the Licensor the right to store, reproduce and process those materials solely to the extent needed to provide the Service, for the term of the agreement and the deletion period set by the Policy. The Licensor obtains no other rights in the Licensee’s materials, including any right to use them to train models.

3. Acceptance

Acceptance of the offer is any of the following:

1. registering an account in the Service;
2. paying for any plan or quark pack.

By doing either, the Licensee confirms that they have read this offer, the Tariffs appendix and the Personal Data Processing Policy, and accepts them in full and without reservation. The agreement is deemed concluded in writing (arts. 434(3), 438(3) of the Civil Code).

A Licensee acting on behalf of an organisation confirms that they are authorised to conclude the agreement.

4. Plans, quarks and settlement

Plans. The plans in force, the quarks included in them and the limits are set out in the Tariffs appendix, which is an integral part of this offer.

Spending. Quarks are spent on actual use of the Service: on running a scenario and on the work of steps that call models. The calculation rule is published on the tariffs page and in the documentation under Plan limits. The spending history is available to the Licensee in the Service’s interface.

Billing period. The billing period is 30 days. It starts on the date the plan is paid for and, on the free plan, on the date the email address is confirmed.

Two balances. Quarks included in a plan are granted for a billing period and expire at the end of it. Quarks bought as a separate pack do not expire. Spending always drains the balance that expires first.

Payment. Payment is made in advance, in Russian roubles, through the payment provider YooKassa. The Licensee’s payment obligation is discharged when funds reach the Licensor.

Automatic renewal. By paying for a plan the Licensee authorises the Licensor to charge the price of that plan to the same payment instrument every 30 days without further confirmation. The amount charged equals the price of the current plan on the date of the charge. The Licensee may turn automatic renewal off at any time in the Service’s interface (Settings → Plan and payment); doing so stops further charges, and the plan runs until the end of the paid period. A failed charge is retried no more than three times, a day apart, after which the plan switches to the free one. Buying a quark pack is a one-off payment and does not renew.

Documents. The cash receipt is generated in the manner prescribed by Federal Law 54-FZ on the payment provider’s side and is sent to the Licensee’s email address. Any other settlement documents are provided on the Licensee’s request to the support address (section 15).

Changes to plans. The Licensor may change the plans. A change is published no later than ten days before it takes effect and does not apply to an already-paid period.

5. Refunds

This section governs refunds and forms part of the offer.

Unspent quarks. The Licensee may withdraw from the agreement and claim a refund of the amount attributable to unspent quarks bought as a separate pack. The refund is made within ten working days of receipt of the claim, to the same payment instrument used for payment.

A paid plan period. On withdrawal during a paid period, the part of the plan price proportional to the unused term is refunded, less the value of quarks spent in excess of the allowance attributable to the unused part of the period.

What is not refunded. The value of quarks already spent on scenario runs is not refunded, including where the result of a run did not satisfy the Licensee: a quark is charged for work performed, not for its outcome.

Consumer Licensees. A Licensee who is an individual acquiring access for personal needs unrelated to business activity additionally enjoys the rights granted by the Russian Consumer Rights Protection Act, including the right to withdraw from a service against reimbursement of the Licensor’s actually incurred costs (art. 32). Nothing in this offer limits those rights.

How to claim. Send a claim to the support address (section 15), stating the account email address, the date and the amount of the payment.

6. Licensee’s obligations and warranties

The Licensee undertakes:

1. not to use the Service for anything prohibited by the law of the Russian Federation;
2. not to send advertising messages through the Service to people who have not consented to receive them;
3. not to place third parties’ personal data without a legal basis, nor information constituting a legally protected secret, into scenarios, prompts, knowledge bases or files;
4. not to pass a scenario off as a human where that misleads a Correspondent, and to maintain meaningful human oversight of actions a scenario takes without a direct request from a Correspondent;
5. to comply with the terms of the connected channels’ platforms and with the terms of model providers;
6. not to grant access to the Service to third parties outside their workspace and not to use the Service to resell access to models;
7. not to create load that impedes the Service for other licensees, not to use the Service for mass harvesting of data from third-party resources, and not to use it for computation unrelated to the Service’s purpose;
8. to keep credentials and keys connected to the workspace secure.

Actions of a Scenario. A Scenario is not a person in law. Actions performed by the Service in executing a Scenario, including calls to external services, sending messages, and reading and changing workspace data, are treated as actions of the Licensee and carry the same consequences for the Licensee as if performed personally.

A Scenario runs with the access rights of the workspace in which it was created: the connections, secrets, files and knowledge bases of that workspace are available to it. The Licensee decides which of them to connect to a Scenario.

This rule applies equally where the course of execution of a Scenario, or the contents of the messages it sends, are determined by data arriving from outside: a Correspondent’s message, an external service’s answer, or the contents of a document or a file. The Licensee takes this into account when building Scenarios that process data from sources it does not control.

Access by key. The Licensee may issue an access key that lets an external program act in the Licensee’s workspace on the Licensee’s behalf: read and change data, create and run Scenarios. The scope of a key’s permissions is set by the Licensee when issuing it. Everything done using the key is treated as done by the Licensee, including Scenario runs and their cost. The Licensee may revoke a key at any time; actions performed before revocation stand. The Licensor does not establish which person, or which program, uses the key.

The Licensee warrants that it has a legal basis for processing Correspondents’ personal data, including any necessary consents, and that its use of the Service infringes no third party’s rights.

7. Models and their output

Choice of model. The model a scenario calls is chosen by the Licensee. The request the scenario composes is processed on the side of the provider of the chosen model.

Your own key. The Licensee may connect their own model-provider key. In that case calls to the model run under the Licensee’s agreement with that provider and are not charged by the Service. Compliance with that provider’s terms, and the handling of data on its side, is then the Licensee’s responsibility.

Contents of a request. The data in a request is determined by the Licensee as the author of the scenario. The Licensor adds none of its own data and does not alter the contents.

Training. The Licensor does not use the contents of the Licensee’s requests and answers to train models. A model provider’s terms may differ and are set out in that provider’s documents.

Nature of the output. A model’s output is probabilistic and may be inaccurate, incomplete or untrue. The Licensee must check the output before using it and may not rely on it as the sole basis for medical, legal, financial or other decisions affecting people’s rights and lawful interests.

Rights in the output. The Licensor claims no rights in the output the Licensee obtains using the Service. Whether such output is protectable, and the scope of rights in it, is determined by law and by the model provider’s terms.

Anonymisation facilities. The Service provides facilities for automatically anonymising recognised identifiers before a request is sent to a model provider. Completeness of recognition depends on the format of the data and is not guaranteed; anonymisation does not apply to attachments or to the contents of knowledge bases. Consequences of sending data with anonymisation switched off rest with the Licensee.

8. Personal data

Roles. In respect of Correspondents’ data the Licensee is the operator; the Licensor processes it on the Licensee’s instruction (art. 6(3) of 152-FZ) in the scope the scenario defines and does not set the purposes of that processing. The Licensor does not verify the lawfulness of the Licensee’s acquisition of that data.

The instruction. This section constitutes the instruction to process personal data (art. 6(3) of 152-FZ); no separate document is drawn up. The operations are: collection, recording, systematisation, accumulation, storage, amendment, retrieval, use, transfer to a model provider and to the platforms of connected channels in the scope the scenario defines, blocking, deletion and destruction. The scope of the data is determined by the Licensee through the contents of the Scenario; what the Service is technically capable of storing is listed in section 4.2 of the Policy. The Licensee’s instructions are expressed by configuring a Scenario and by using the Service’s functions. The Licensor undertakes to: process data solely for the performance of this agreement; maintain confidentiality; take the measures required by arts. 18.1 and 19 of 152-FZ, including those described in section 11 of the Policy; engage in processing only persons of the categories named in section 8 of the Policy; notify the Licensee of any known unlawful transfer of Correspondents’ data within 24 hours; and, at the Licensee’s request, cease processing and destroy the data within 30 days, confirming destruction on request.

The Licensee’s own data. In respect of the Licensee’s own data the Licensor is the operator; scope, purposes and terms are set out in the Policy.

Indemnity. If claims are brought against the Licensor by third parties or by public authorities as a result of the Licensee’s breach of the warranties in section 6, the Licensee reimburses the Licensor’s documented losses, including administrative fines and legal costs.

9. Limitation of liability

The Service is provided “as is”. The Licensor does not warrant that it will operate uninterrupted or error-free, nor that it is fit for the purposes the Licensee has in mind.

The Licensor is not liable for: the content of the Licensee’s scenarios and the consequences of their operation; a model’s output; the unavailability of, or changes to the terms of, connected channel platforms and model providers; loss of data caused by the Licensee or by persons who obtained access to the Licensee’s account; or lost profit.

The Licensor’s aggregate liability under this agreement for any period is limited to the amount actually paid by the Licensee for the three calendar months preceding the event giving rise to liability. This limitation does not apply where the law does not permit it, including to a consumer Licensee to the extent set by the Consumer Rights Protection Act.

10. Suspension and termination

Suspension. The Licensor may suspend access to the Service or to a particular scenario where: the quark balance is exhausted and the plan does not permit a negative balance; the scenario breaches section 6; the scenario creates load that impedes the Service for other licensees; or a reasoned demand has been received from a competent authority. The Licensor notifies the Licensee of the suspension and of its cause at the account email address. Suspension for breach is an interim measure and does not replace termination.

Termination by the Licensee — at any time, by ceasing to use the Service and sending a notice to the support address; refunds are governed by section 5. Deleting the account in the Service’s interface is also treated as withdrawal from the agreement.

Termination by the Licensor — on a material breach of section 6, with prior notice to the account email address and a reasonable period to cure the breach, or immediately where the breach is unlawful.

What happens to the data. Suspension of access does not delete data. After termination the Licensee may request an export of their data by writing to the support address; the data is deleted in the manner and within the terms set by the Policy. Withdrawal of consent to personal-data processing triggers deletion within the term set there.

11. Force majeure

The parties are released from liability for non-performance caused by circumstances beyond their control, including decisions of public authorities that make performance impossible. The affected party notifies the other within a reasonable time.

12. Changes to this offer

The Licensor may amend this offer. The version in force is published at /legal/offer; the redaction date is shown at the top of the document. Changes take effect ten days after publication and do not apply to an already-paid period. Continued use of the Service after they take effect constitutes agreement with the new redaction; a Licensee who disagrees may terminate under section 10 with a refund under section 5.

13. Governing law and disputes

This agreement is governed by the law of the Russian Federation. The parties will attempt to settle disputes out of court; a claim is answered within thirty days. Unresolved disputes are heard by the court at the Licensor’s location, and for a consumer Licensee under the jurisdiction rules set by consumer-protection law.

14. Miscellaneous

Invalidity of a single provision does not invalidate the agreement as a whole. The appendices and documents referred to in this offer (Tariffs, Policy, Cookie Policy) form an integral part of it.

15. Licensor’s details